DEF 14A of Sabra Health Care REIT, Inc.

Filed Apr 25, 2025 · FY20240001193125-25-095172

Open on EDGAR

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Directors of the Company
Directors of the Company Set forth below is a brief biographical description of each of our directors who have been nominated for election to the Board of Directors at the Annual Meeting. Clifton J. Porter is not standing for re-election at the Annual Meeting and is not represented in the biographical or skill disclosures below. Sabra believes that its directors should be of high character and integrity, be accomplished in their respective fields, have relevant expertise and experience and collectively represent a diversity of backgrounds and experiences. The disclosure below identifies and describes the key experience, qualifications and skills that are important for persons who serve on the Board of Directors in light of our business and structure. The specific experiences, qualifications and skills that led to the conclusion that each of our director nominees should serve on the Board of Directors is also included in the table and in the biographical description for each director provided below.
Leadership experience
Leadership experience The Board of Directors believes that directors with experience in significant leadership positions, such as having served as chief executive officer of another entity, will provide the Board with special insights. These individuals generally possess extraordinary leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth.
Industry experience
Industry experience Sabra seeks directors with experience as executives or directors or in other leadership positions in the industries in which it operates. The Board of Directors believes that such experience is important to the director’s understanding of Sabra’s operations, risks and opportunities.
Finance experience
Finance experience The Board of Directors believes that an understanding of finance and financial reporting processes is important for its directors and therefore it seeks directors who are financially knowledgeable. Sabra measures its operating and strategic performance primarily by reference to financial measures. In addition, accurate financial reporting and robust auditing are critical to Sabra’s success.
Public company experience
Public company experience The Board of Directors believes that directors with experience as executives or directors in publicly owned corporations, including as members of the key standing board committees of those corporations, will be more familiar with the corporate governance, securities laws and other issues faced by public companies that do not affect privately owned corporations.
Other experience
Other experience Sabra seeks directors who bring diverse yet relevant experience to the Board of Directors.
Director Skills and Demographics
Director Skills and Demographics
Director Skills and Demographics
| | | | | | | | | | Leadership experience | | | | | | | | | CEO / Business Head | ✓ | | | ✓ | ✓ | ✓ | ✓ | | Senior Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Industry experience | | | | | | | | | REIT / Real Estate | ✓ | ✓ | | | | | ✓ | | Healthcare | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | Portfolio and Operations Management | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Finance experience | | | | | | | | | Financial Literacy / Accounting | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial / Capital Markets | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Investment Expertise | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | Public company experience | | | | | | | | | Executive | ✓ | | ✓ | | | | ✓ | | Board / Committee | ✓ | ✓ | | ✓ | | ✓ | ✓ | | Other experience | | | | | | | | | Risk Oversight / Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Legal / Regulatory | | ✓ | | ✓ | | | | | Professional Accreditation / Education | | ✓ | ✓ | ✓ | ✓ | ✓ | | | Information Security | | | ✓ | ✓ | | ✓ | | | Tenure and Independence | | | | | | | | | Tenure (years) | 14 | 14 | 4 | 14 | 6 | 4 | 7 | | Independence | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Demographics | | | | | | | | | Age | 71 | 57 | 58 | 71 | 68 | 49 | 64 | | Gender Identity | M | M | F | M | F | F | M | | African American or Black | | | | | | | | | Alaskan Native or Native American | | | | | | | | | Asian | | | | | | ✓ | | | Hispanic or Latinx | | | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | White | | ✓ | ✓ | ✓ | ✓ | | ✓ | | Two or More Races or Ethnicities | | | | | | | | | LGBTQ+ | | | | | | | | | Did Not Disclose Demographic Background | ✓(1) | | | | | | |
Director Skills and Demographics
| (1) Mr. Matros does not self-identify with any of the listed categories and instead self-identifies as Jewish. |
Director Skills and Demographics
| Our Director Nominees |
Director Skills and Demographics
| Richard K. Matros Director since: 2010 Committees: None Other public company boards: None Mr. Matros, 71, has served as Sabra’s President and Chief Executive Officer and as a director since May 2010, and he has served as Chair of the Board since November 2010. He was Chairman of the board of directors and Chief Executive Officer of the predecessor Sun Healthcare Group, Inc. (“Old Sun”) from 2001 until our 2010 separation from Old Sun (the “Separation”). Mr. Matros founded and served as Chief Executive Officer and President of Bright Now! Dental from 1998 to 2000 and as a director from 1998 until its sale in December 2010. From 1998 until the sale of its operations in 2006, Mr. Matros was also a member of, and served on the management committee of, CareMeridian, LLC, a healthcare company that specialized in offering subacute and skilled nursing for patients suffering from traumatic brain injury, spinal cord injury and other catastrophic injuries. Previously, from 1994 to 1997, he served Regency Health Services, Inc., a publicly held long-term care operator, holding the positions of Chief Executive Officer, President, director and Chief Operating Officer. Prior to that time, from 1988 to 1994, he served Care Enterprises, Inc., holding the positions of Chief Operating Officer, director and Executive Vice President—Operations. Mr. Matros currently serves on the non-profit boards of Girls Inc. of Orange County, IsraAID and Art Over Hate Collective and is the Executive Producer of Sabra Films, LLC. In 2023, Mr. Matros won an Emmy in the Sports Documentary category for his role as co-executive producer of Legacy: The True Story of the LA Lakers. | Director Qualifications: • Leadership experience—current and former chief executive officer; • Industry experience—chief executive officer of Sabra since the Separation and executive of long-term care companies for over 35 years and experience in long-term care companies for over 45 years; • Finance experience—experience in financing operations, including by accessing capital markets, as an executive of publicly held companies; and • Public company experience—current and former chief executive officer of publicly held companies. |
Director Skills and Demographics
| Craig A. Barbarosh Director since: 2010 Committees: Audit (Chair), Compensation Other public company boards: Evolent Health, Inc. Mr. Barbarosh, 57, has served on our Board of Directors since November 2010. Mr. Barbarosh currently serves as Senior Managing Director of CommonWealth Partners LLC, a vertically integrated, privately-owned real estate investment, development, and management organization. Mr. Barbarosh also currently serves as a director and member of the compensation committee and chair of the strategy committee of Evolent Health, Inc., a provider of healthcare information systems. Mr. Barbarosh served as a director, chair of the compensation committee and member of the audit committee of ModivCare Inc., a technology enabled healthcare services company that provides a platform of integrated supportive care solutions for public and private payors and their members, until April 2025. Mr. Barbarosh also served as a director and chair of the board of Lifecore Biomedical, Inc., a CDMO and Sodium Hyaluronate producer that manufactures clinical and commercial sterile injectable drug products, until November 2024 and as a director, as chair of the compensation committee and as a member of the transaction and the nominating and governance committees, of NextGen Healthcare, Inc. (formerly known as Quality Systems, Inc.), a developer and marketer of healthcare information systems, until November 2023. From January 2016 until October 2016, Mr. Barbarosh served as a director, and as chair of the nominating and governance committee and member of the audit and compensation committees, of BioPharmX, Inc., a specialty pharmaceutical company. From September 2017 until its sale in February 2018, Mr. Barbarosh served as a director, and as a member of the compensation committee, of Bazaarvoice, Inc., a SaaS-based provider of consumer engagement software to the retail sector. From May 2018 until its sale in July 2019, Mr. Barbarosh served as a director, and as a member of the compensation committee and as chair of the strategic review committee, of Aratana Therapeutics, Inc., a specialty pharmaceutical company. Mr. Barbarosh is a nationally recognized restructuring expert and from 2012 through January 2023 was a partner at the law firm of Katten Muchin Rosenman (“Katten”) where he served on Katten’s Board of Directors and Executive Committee. From 1999 until joining Katten, Mr. Barbarosh was a partner at the law firm of Pillsbury Winthrop Shaw Pittman LLP where he served in several leadership positions including on the firm’s Board of Directors, as the Chair of the firm’s Board Strategy Committee, as a co-leader of the firm’s national Insolvency & Restructuring practice section and as the Managing Partner of the firm’s Orange County office. Additionally, Mr. Barbarosh has completed certificated executive education programs at University of Pennsylvania, The Wharton School, in Corporate Valuation (2019), Harvard Business School in Effective Corporate Boards (2015), Strategic Business Valuation (2010) and Private Equity/Venture Capital (2007) and Carnegie Mellon University in Cybersecurity Oversight (2019). | Director Qualifications: • Finance experience—over 30 years of experience in financial restructuring and chairman of the audit committee of a public company; • Industry experience—current senior executive of real estate investment firm; • Public company experience—current and former director of several public companies, including as a board chair and chair and member of various board committees; and • Other experience—former practicing attorney specializing in the area of financial and operational restructuring and related mergers and acquisitions, including in the real estate industry, and completion of certificated executive education programs in various disciplines, including cybersecurity oversight. |
Director Skills and Demographics
| Katie Cusack Director since: 2021 Committees: Audit, Compensation, Corporate Responsibility and Governance Other public company boards: None Ms. Cusack, 58, has served on our Board of Directors since January 2021. Ms. Cusack currently works as an independent investor and advisor. From September 2022 to December 2024, Ms. Cusack served as the Chief Operating Officer of Macquarie Capital, a business division of Macquarie Group (ASX: MQG) offering advisory, capital markets, investing, development and equities capabilities, with approximately 1,600 employees. During 2021, Ms. Cusack served as chief operating officer of Cornell Capital LLC, a $4 billion private investment firm with offices in New York and Hong Kong. From 2007 to 2020, Ms. Cusack served in various capacities at Credit Suisse, including chief operating officer for the Investment Banking Division in both Asia Pacific and Europe, Middle East and Africa, and as the head of Ultra-High Net Worth Coverage. Prior to joining Credit Suisse, Ms. Cusack served as a managing director at MTS Health Partners LP, where she provided strategic advisory services to corporate clients in the health care services industry. She began her banking career at Goldman Sachs in the Mergers & Acquisitions group and Principal Investing Area. Ms. Cusack serves in a volunteer capacity as a trustee of Hudson Guild, a Chelsea-based settlement house providing social services to more than 14,000 New Yorkers. | Director Qualifications: • Leadership experience—former chief operating officer of a private investment firm; • Industry experience—former managing director in the healthcare industry; • Finance experience—over 20 years of experience in the investment banking industry; and • Public company experience—former executive officer of a public company. |
Director Skills and Demographics
| Michael J. Foster Director since: 2010 Committees: Audit, Corporate Responsibility and Governance Other public company boards: None Mr. Foster, 71, has served on our Board of Directors and as its Lead Independent Director since November 2010. He served as a member of Old Sun’s board of directors from 2005 until the Separation and as a member of Sun Healthcare Group, Inc.’s (“Sun”) board of directors from the Separation until Sun’s acquisition by Genesis HealthCare LLC in December 2012. Mr. Foster is a managing director of RFE Management Corp. of New Canaan, Connecticut, where he has been employed since 1989. RFE Management Corp. is the investment manager for RFE Investment Partners VII L.P., RFE Investment Partners VIII, L.P. and RFE Investment Partners IX L.P. (collectively referred to as “RFE”) and other private equity investment funds. Mr. Foster was a director of several publicly held healthcare companies more than five years ago, including Res-Care, Inc., a formerly publicly held provider of residential training and support services for persons with developmental disabilities and certain vocational training services, from 2001 to 2005. Mr. Foster is also, and has been previously, a director of several privately held portfolio companies of RFE, including Peak Medical Corporation, an operator of long-term care inpatient centers, from 1998 to 2005. | Director Qualifications: • Leadership experience—managing director of a financial services company; • Industry experience—former director of a long-term care company; • Finance experience—managing director of a financial services company; • Public company experience—former director of several public companies; and • Other experience—director of multiple privately held companies. |
Director Skills and Demographics
| Lynne S. Katzmann Director since: 2019 Committees: Compensation, Corporate Responsibility and Governance (Chair) Other public company boards: None Ms. Katzmann, 68, has served on our Board of Directors since March 2019. She currently serves Chief Executive Officer of Juniper Communities (“Juniper”), a national seniors housing company that Ms. Katzmann founded in 1988 and that invests in, develops and operates senior living and long-term care communities. Prior to founding Juniper, Ms. Katzmann was a Vice President of JMK Associates, Inc. from 1986 to 1987 and held positions at Metrocare, Inc. from 1984 to 1986 and at HealthChoice, Inc. in 1983, all under JMK ownership. Ms. Katzmann has held memberships and leadership roles in various professional and community organizations, including currently serving on the Board of Directors of the National Investment Center for Seniors Housing and Care, the Executive Board of the American Seniors Housing Association, the Advisory Board of Senior Living 100, the Board of Advisors of Tufts University Medical School, and as the Secretary and Treasurer on the Board of Trustees of Naropa University. Ms. Katzmann holds a doctorate in health policy from the London School of Economics. In March 2019, Ms. Katzmann was selected as the inaugural recipient of the McKnight’s Women of Distinction Lifetime Achievement Award for her outstanding contributions to senior living and skilled care. In January 2020, Ms. Katzmann was inducted into the American Senior Housing Hall of Fame, Class of 2020, and she was named one of the nation’s top 5 Wellness CEOs in 2022, 2023 and 2024. In November 2022, Ms. Katzmann earned an ESG Certificate and Designation from Competent Boards after completion of a twelve-session ESG Designation Program. | Director Qualifications: • Leadership experience—current president and chief executive officer of a national seniors housing company; and • Industry experience—founder and current president and chief executive officer of a national seniors housing company that is spearheading an industry-wide initiative in managed care to improve outcomes and drive new revenues to seniors housing for preventative care and lifestyle management. |
Director Skills and Demographics
| Ann Kono Director since: 2020 Committees: Audit, Compensation Other public company boards: None Ms. Kono, 49, has served on our Board of Directors since December 2020. Ms. Kono currently serves as the Chief Executive Officer of Leda Advisory Group (“Leda”), a management consulting firm she founded in January 2019 that partners with asset management firms to advise on growth and scale and currently serves as a director of Cathay General Bancorp, the holding company of Cathay Bank, a state-chartered bank. Ms. Kono has also served as an independent director for Siepe, LLC, a credit and data analytics enterprise software firm, since July 2022. Prior to founding Leda, Ms. Kono spent 11 years at Ares Management Corporation, a global investment manager, operating in the credit, private equity and real estate markets, where she held the position of Chief Information and Risk Officer and oversaw Operational, Investment and Enterprise Risks. Ms. Kono previously served on the board of directors of Stable Road Acquisition Company from 2019 to 2021. Ms. Kono has over 25 years of experience in the finance industry focused on operational scale and digital transformation. | Director Qualifications: • Leadership experience—current Chief Executive Officer and former Chief Information and Risk Officer; • Finance experience—over 25 years of experience in the finance industry focused on operational scale and digital transformation; and • Public company experience—former director of a publicly held company. |
Director Skills and Demographics
| Jeffrey A. Malehorn Director since: 2017 Committees: Audit, Compensation (Chair) Other public company boards: None Mr. Malehorn, 64, has served on our Board of Directors since our August 2017 acquisition of Care Capital Properties (“CCP”). He served as a member of CCP’s board of directors from 2015 until the closing of our acquisition of CCP, and as a member of its compensation, executive and investment committees. Since January 2019, Mr. Malehorn has served as Principal at L3.0 Ventures, LLC, which provides investment, advisory and consulting services to various public, private and non-profit entities. Mr. Malehorn was the President and Chief Executive Officer of World Business Chicago, a public-private, non-profit, partnership between the City of Chicago and the business community focused on economic development, from 2013 until November 2017 and now serves as a board member. He previously spent 28 years in various capacities at General Electric Corporation, most recently serving as President and CEO of GE Capital, Commercial Distribution Finance, from 2009 to 2012, President and CEO of GE Capital Healthcare Financial Services from 2004 to 2008, and President and CEO of GE Commercial Finance’s Global Financial Restructuring Business from 2002 to 2004. Additionally, Mr. Malehorn was Corporate Citizenship Leader for GE Chicago and the Co-Leader for GE Capital America’s Commercial Council. He was named a GE Company Officer in 2001. From 1991 through 2001, Mr. Malehorn was a Leader at GE Capital Real Estate, where he founded and led the Senior Living & Hospitality Financing business unit from 1993 to 1995, led the debt and equity origination business nationally from 1997 to 1998, and was the European Platform Leader from 1999 to early 2002. Mr. Malehorn is the former Chairman of the Board of the Metropolitan Chicago American Heart Association and currently serves as a Board member of mHub, the Walking Mountains Science Center and Chairman of the Eagle Valley Community Foundation. | Director Qualifications: • Leadership experience—variety of officer positions including president and chief executive officer; • Industry experience—executive experience and strong skills in portfolio and operations management and other areas; • Finance experience—variety of officer and other positions in the financial services industry; and • Public company experience—former director and committee member of a publicly traded healthcare REIT. |
Identifying and Evaluating Director Nominee Candidates
Identifying and Evaluating Director Nominee Candidates In identifying, evaluating and selecting potential director nominees for election at each annual meeting of stockholders and nominees for directors to be appointed by the Board of Directors to fill vacancies and newly created directorships, the Corporate Responsibility and Governance Committee will consider as potential director nominees candidates recommended by various sources, including any member of the Board, any stockholder of Sabra, senior management or an outside search firm engaged by the Corporate Responsibility and Governance Committee if determined appropriate. All potential director nominees, other than potential incumbent director nominees, will be initially reviewed by the Chair of the Corporate Responsibility and Governance Committee or, in the Chair’s absence, any other member of the committee delegated to initially review director candidates. If it is determined appropriate to proceed, a prospective director candidate may be interviewed by one or more of the other members of the Corporate Responsibility and Governance Committee, other members of the Board of Directors and by the Chief Executive Officer. The Corporate Responsibility and Governance Committee will provide informal progress updates to the Board of Directors and will meet to consider and recommend any final director candidates to the full Board of Directors. The Board of Directors is responsible for determining the final director candidates to be nominated for election at each annual meeting of stockholders and for appointing directors to fill vacancies on the Board. In considering whether to nominate a potential director candidate for election to the Board of Directors, the Corporate Responsibility and Governance Committee considers whether the director candidate would meet the definition of independence required by the Nasdaq rules and applicable rules and regulations of the SEC. As set forth in Sabra’s Corporate Governance Guidelines, the Corporate Responsibility and Governance Committee also seeks to elect directors who: (i) are of high character and integrity; (ii) are accomplished in their respective fields; (iii) have relevant expertise and experience, and are able to offer advice and guidance to management based on that expertise and experience; (iv) have sufficient time available to devote to Sabra’s affairs, including whether the director candidate would satisfy Sabra’s policy on director time commitments as set forth in its Corporate Governance Guidelines; (v) will represent the long-term interests of Sabra’s stockholders as a whole; (vi) are not age 80 or older at the time of election; and (vii) will collectively represent a diversity of backgrounds and experiences, including diversity with respect to gender, age and ethnicity. Our Board of Directors and the Corporate Responsibility and Governance Committee are committed to actively seeking qualified women and individuals from minority groups to include in the pool from which new Board members or director nominees are selected. The Board of Directors and the Corporate Responsibility and Governance Committee evaluate each individual in the context of the Board as a whole, with the objective of building a Board that is effective, collegial and can best represent the interests of Sabra and its stockholders, using its diversity of backgrounds and experiences. On an annual basis, as part of the performance evaluation of the Board of Directors, the Corporate Responsibility and Governance Committee seeks feedback from members of the Board of Directors concerning whether the overall mix and diversity of Board members is appropriate for the Company.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation—2024
Director Compensation—2024 The following table provides information on the compensation of the members of our Board of Directors who are not also our employees (“Non-Employee Directors”) for the year ended December 31, 2024. The compensation paid to Mr. Matros, who is also one of our employees, is presented in the Summary Compensation Table and the related tables included below under “Executive Compensation.” Mr. Matros is not entitled to receive additional compensation for his service as a director.
Director Compensation—2024
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2)(3) | Total ($) | | Craig A. Barbarosh | 114,000 | 134,995 | 248,995 | | Katie Cusack | 87,500 | 134,995 | 222,495 | | Michael J. Foster | 119,000 | 134,995 | 253,995 | | Lynne S. Katzmann | 100,250 | 134,995 | 235,245 | | Ann Kono | 87,500 | 134,995 | 222,495 | | Jeffrey A. Malehorn | 102,500 | 134,995 | 237,495 | | Clifton J. Porter | 86,750 | 134,995 | 221,745 |
Director Compensation—2024
| (1) Amounts reported represent the aggregate grant date fair value of the annual equity awards granted to the Non-Employee Directors in 2024. The aggregate grant date fair value of these awards was computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and excludes the effects of estimated forfeitures. The reported award values have been determined using the assumptions described in Note 13 to the Consolidated Financial Statements included in Sabra’s 2024 Annual Report. |
Director Compensation—2024
| (2) On June 13, 2024, each Non-Employee Director received an annual equity award of 9,480 stock units. The grant date fair value of each such director’s annual equity award was $134,995. |
Director Compensation—2024
| (3) The following chart sets forth the number of unvested stock units held by each Non-Employee Director as of December 31, 2024. None of the Non-Employee Directors held option awards as of December 31, 2024. |
Director Compensation—2024
| Non-Employee Director | Number of Unvested Stock Units | | Craig A. Barbarosh | 4,901 | | Katie Cusack | 4,901 | | Michael J. Foster | 4,901 | | Lynne S. Katzmann | 4,901 | | Ann Kono | 4,901 | | Jeffrey A. Malehorn | 4,901 | | Clifton J. Porter | 4,901 |
Summary of 2024 Compensation Decisions
| Primary objective of 2024 compensation decisions Motivate Named Executive Officers to create long-term stockholder value |
Summary of 2024 Compensation Decisions
| Utilize approximate 50th percentile compensation philosophy for target total direct compensation | The Compensation Committee’s philosophy is to reference the 50th percentile of our peer group when setting our Named Executive Officers’ target total direct compensation (base salary + target bonus amount + target grant date value of long-term equity awards). This is a guideline and compensation is not formulaically set at the 50th percentile, and target total direct compensation for our Named Executive Officers may be above or below the 50th percentile depending on performance and experience. For example, target total direct compensation for each of our Named Executive Officers exceeded the peer group median in 2024, which was a year of high Company performance. | | 65% of grant date value of annual equity awards is performance-based, with TSR Units making up approximately 70% of performance-based awards | Approximately 65% of the grant date value of our 2024 annual equity awards is subject to performance-vesting conditions. The weighting of the relative total stockholder return-based awards (“TSR Units”) is approximately 70% of the grant date value of the performance-based annual equity awards, with the remaining approximately 30% in FFO-based awards (“FFO Units”). The TSR Units are upweighted to align rewards with our stockholders and the TSR Units require above-median performance in order for the target shares to be earned, supporting alignment between management and stockholders. | | Long-term equity awards are subject to a mandatory five-year deferral and one-year post-vesting holding period | All long-term equity awards granted to the Named Executive Officers are subject to a mandatory deferral feature which requires vested awards be held and not become payable until the fifth calendar year following the grant date. This deferral feature is in addition to a one-year post-vesting holding period. The mandatory five-year deferral and one-year post-vesting holding period help ensure that the management team is operating the Company with a long-term decision horizon because they remain stockholders well beyond the grant date. |
Summary of 2024 Compensation Decisions
| Robust stock ownership requirements (10x for CEO and 5x for other executives) | Our Stock Ownership Policy requires our Chief Executive Officer to have direct ownership of shares of our common stock having a value equal to at least 10 times his annual base salary, and for the other Named Executive Officers to have direct ownership of shares of our common stock having a value equal to at least 5 times his or her annual base salary. | | No adjustments for 2021 FFO Units and TSR Units that ended their performance period in 2024: 100% of 2021 FFO Units forfeited and a maximum target payout for 2021 TSR Units following exceptional relative TSR performance | Both the 2021 FFO Unit and the TSR Unit payouts were scheduled to pay out in 2024 under the original grant provisions and both were paid according to the original performance funding schedules, without any discretion or adjustment by the Compensation Committee for the three-year performance period ending on December 31, 2024. The FFO Units that were eligible to vest for performance through December 31, 2024 fell short of the minimum performance threshold and were forfeited by the Named Executive Officers, while the TSR Units granted at the same time paid out at 200% of target as a result of our 99th percentile relative total shareholder return performance compared to the relative TSR peers. The FFO Units originally granted in 2021 were eligible to vest based on our adjusted normalized FFO performance for calendar 2024 (the last year of the three-year performance period), while the 2021 TSR Unit grants were eligible to vest based on our relative shareholder return ranking over a three-year performance period ending on December 31, 2024. We believe the Named Executive Officers’ forfeiture of 100% of their FFO Units during a three-year performance period where our TSR performance was at the 99th percentile of the companies comprising our TSR peer group demonstrates the rigor of the Compensation Committee’s goal setting process and adherence to a true pay for performance philosophy. |
Compensation Program and Objectives
| ● | motivate our executive officers to create long-term stockholder value; |
Role of the Compensation Consultant
Role of the Compensation Consultant The Compensation Committee retained FW Cook as its independent compensation consultant. The Compensation Committee is directly responsible for the appointment, compensation and oversight of FW Cook’s work and does not believe FW Cook’s work has raised any conflict of interest. FW Cook reports only to the Compensation Committee, and does not perform services for us, except for executive and director compensation-related services on behalf of, and as instructed by, the Compensation Committee. At the end of 2023 and in preparation for making base salary and bonus award decisions for 2024, and again at the end of 2024 in preparation for making 2024 equity award grants and base salary and bonus award decisions for 2025, the Compensation Committee engaged FW Cook to conduct an independent review of our executive compensation program to provide a competitive reference on pay levels, structure and performance alignment. As part of its review, FW Cook analyzed the salaries, target bonus opportunities, target cash compensation opportunities, equity award opportunities and targeted total direct compensation paid by our peer group of companies described below. The Compensation Committee reviewed the reports prepared by FW Cook at the end of both 2023 and 2024 and used these reports, as applicable, when determining the amount and structure of each Named Executive Officer’s 2024 base salary, bonus opportunity and equity award grants. FW Cook also advised on other aspects of executive compensation as requested by the Compensation Committee during 2024. For example, FW Cook provided the Compensation Committee with advice with respect to our peer group used for compensation comparison purposes described below and a proposal for an updated group of peer companies to use for TSR comparison purposes for the TSR Units that were granted in December 2024. FW Cook also provided the Compensation Committee with advice regarding the timing of our annual equity awards and advised that continuing to make annual equity awards during the fourth quarter of each calendar year better allows us to consider our performance for the year when determining the level of equity awards to be granted for that year. This, in turn, allows us to most closely match the value of our executive compensation program with internal performance and stockholder return during the year.
Peer Companies
Peer Companies When determining the amount of each Named Executive Officer’s 2024 cash base salary and target bonus opportunity at the end of 2023, the Compensation Committee, with the assistance of FW Cook, considered the compensation paid by the following peer companies, which we refer to as the 2023 peer group:
Peer Companies
| Acadia Realty Trust CareTrust REIT, Inc. Community Healthcare Trust Incorporated Cousins Properties Incorporated EPR Properties Gaming and Leisure Properties, Inc. Healthcare Realty Trust Incorporated Healthpeak Properties, Inc. LTC Properties, Inc. | LXP Industrial Trust Medical Properties Trust, Inc. National Health Investors, Inc. National Retail Properties, Inc. Omega Healthcare Investors, Inc. Physicians Realty Trust Spirit Realty Capital, Inc. STAG Industrial, Inc. W. P. Carey Inc. |
Peer Companies
The only changes to our 2023 peer group from the companies used at the end of 2022 were the addition of Community Healthcare Trust Incorporated and the removal of iStar Inc., Seritage Growth Properties, STORE Capital Corporation, Sun Communities Inc. and VICI Properties Inc. The companies we removed from our 2022 peer group were removed either because they had been acquired, no longer qualified as a REIT or because they no longer satisfied our size parameters described below, while Community Healthcare Trust Incorporated was added as a relatively smaller peer company based on the financial screening criteria below to further balance the 2023 peer group. When determining the amount of each Named Executive Officer’s 2024 long-term equity award grants at the end of 2024, we used the same group of peer companies listed above, except for the addition of Essential Properties Realty Trust, Inc., Safehold Inc. and Terreno Realty Corporation and the removal of Spirit Realty Capital, Inc. Spirit Realty Capital, Inc. was removed because it was acquired during 2024, while the three new peer companies were added based on the financial screening criteria below to further balance the 2024 peer group and better align our peer group with the peer group used by certain proxy advisory firms. Our 2024 peer group is listed in the table below:
Peer Companies
| Acadia Realty Trust CareTrust REIT, Inc. Community Healthcare Trust Incorporated Cousins Properties Incorporated EPR Properties Essential Properties Realty Trust, Inc. Gaming and Leisure Properties, Inc. Healthcare Realty Trust Incorporated Healthpeak Properties, Inc. LTC Properties, Inc. | LXP Industrial Trust Medical Properties Trust, Inc. National Health Investors, Inc. NNN REIT, Inc. (formerly known as, National Retail Properties, Inc.) Omega Healthcare Investors, Inc. Physicians Realty Trust Safehold Inc. STAG Industrial, Inc. Terreno Realty Corporation W. P. Carey Inc. |
Peer Companies
The peer group selection guidelines remained consistent with prior years. We selected publicly traded, internally managed, U.S. based REITs with total revenues between 0.33x and 3.0x ours and enterprise values between 0.33x and 3.0x ours, with a preference for including healthcare REITs where possible even if slightly outside the selection parameters. Year-over-year continuity in the peer group companies was prioritized where reasonable. The Compensation Committee considers the compensation paid by the peer group companies as one input among a diverse set of factors for evaluating compensation decisions with respect to the Named Executive Officers. In 2024, the Compensation Committee referenced the peer group compensation data when making pay decisions, alongside a number of other considerations including individual experience and performance, each executive’s impact and criticality, internal pay equity considerations, as well as the Company’s performance during 2024.
2024 Annual Incentive Compensation Opportunity
2024 Annual Incentive Compensation Opportunity Each Named Executive Officer was eligible to participate in our annual incentive bonus program for 2024. In 2024, the target bonus opportunities under the bonus program were left the same at 150% of base salary for Mr. Matros and at 100% of base salary for both Ms. Nevo-Hacohen and Mr. Costa. Each Named Executive Officer was eligible to earn a maximum bonus equal to 200% of the executive’s target bonus amount. The bonus payable for achieving the threshold performance level was set at 0% of the executive’s target bonus amount. The following chart shows the amount of each Named Executive Officer’s target and maximum bonus opportunities.
2024 Annual Incentive Compensation Opportunity
| Name | 2024 Target Cash Bonus Amount ($) | 2024 Maximum Cash Bonus Amount ($) | | Richard K. Matros | 1,387,500 | 2,775,000 | | Talya Nevo-Hacohen | 675,000 | 1,350,000 | | Michael L. Costa | 585,000 | 1,170,000 |
2024 Annual Incentive Compensation Opportunity
Awards under the 2024 bonus program were earned based on our adjusted normalized FFO performance per share for 2024 relative to a pre-established objective goal. The adjusted normalized FFO per share goal was set at $1.4227. The 2024 FFO per share goal was approximately 3.3% higher than our 2023 adjusted normalized FFO per share of $1.3772. This goal was established by the Compensation Committee to require the Named Executive Officers to grow our adjusted normalized FFO on a year-over-year basis, while accounting for the fact that our industry is still recovering from the negative impacts of the pandemic and that we continued in 2024 our objective of executing our previously announced strategy to strengthen our balance sheet in an effort to drive stockholder returns, which we believe has been successful. Achievement of adjusted normalized FFO per share of $1.4654 or greater was required in order for each Named Executive Officer to earn his or her maximum bonus opportunity of 200% target, with linear interpolation if adjusted normalized FFO per share was between the goal of $1.4227 and $1.4654. The program also allowed for payout if performance fell short of the goal with a payout of 0% target earned if adjusted normalized FFO per share was at or below the $1.0671 threshold (with linear interpolation of earnout between 0% and 100% target between the goal and the threshold). The Compensation Committee chose an FFO-based performance metric for two primary reasons. First, an FFO-based metric rewards executives for driving growth in annual FFO performance, which the Compensation Committee believes benefits stockholders in the form of increased stockholder returns. Second, FFO is a common performance metric used by investors to evaluate the performance of REITs, and the Compensation Committee wanted the Named Executive Officers to be focused on the same performance metric as our investors. Measuring FFO performance against per share targets is intended to motivate our executives to achieve not just absolute FFO growth, but growth in the FFO attributable to each share of stock to take into account the impact of capital raising transactions on our stockholders. For purposes of our 2024 bonus program, we define adjusted normalized FFO per share to mean (A) our FFO for 2024, as prescribed by the National Association of Real Estate Investment Trusts (“Nareit”) as in effect on the first day of the applicable period, adjusted to eliminate the impact of (1) non-recurring items, including without limitation the write-off of deferred financing fees, contingent consideration adjustments, transitional expenses related to any completed merger involving Sabra, non-senior housing managed facility operating expenses, loss or gain associated with foreign currency transactions, and other similar items as determined by the Compensation Committee, (2) non-cash compensation expense, (3) cash bonuses payable to our officers and employees, (4) transaction costs and normalizing adjustments in connection with investment activity and capital markets activity, (5) any change in accounting policies or practices, (6) any gain or loss related to lease or rental income restructurings and changes in lease classifications, including write offs of above/below market rent (ABMR) intangibles and straight-line rent receivables, to the extent included in FFO as defined by Nareit, (7) loan, preferred equity, direct financing lease, sales-type lease, and unconsolidated joint venture investment impairments or loss reserves, and (8) deferred income tax expense, divided by (B) the weighted average number of shares of common stock and common stock equivalents outstanding, calculated on the same basis as used for reporting Adjusted Funds from Operations Attributable to Common Stockholders as publicly reported by us in our press release for the calendar year immediately preceding the start of the performance period. Sabra achieved adjusted normalized FFO per share of $1.4777 in 2024, which was above the maximum of $1.4654 and resulted in each Named Executive Officer receiving a bonus payout equal to the maximum 200% of their 2024 target bonus opportunity.
Long-Term Incentives
Long-Term Incentives Structure and Timing of 2024 Equity Awards. Structure of 2024 Equity Awards. A key feature of our executive compensation program is our long-term equity award program. In 2024, 65% of the Named Executive Officers’ annual equity awards are subject to performance-vesting conditions over a three-year performance period, and 35% are in stock units that become vested based on continued employment over four years (“Time-Based Units”). All awards are payable in shares of our common stock that may increase or decrease in value during the vesting period. Performance-contingent stock unit awards were 65% of the 2024 mix and time-vested restricted stock units were 35%. The performance-based part of the 2024 equity program was 70% TSR Units and 30% target FFO Units using grant date value. The Compensation Committee weighted the TSR Units higher than the FFO Units because it believes that TSR Units motivate and reward creation of long-term stockholder value and recognize many aspects of performance because executives must successfully execute on the Company’s strategy to grow stockholder value at a rate that exceeds the 55th percentile target TSR of the TSR Units peer companies listed below. The table below summarizes the 2024 equity award grants (with FFO Units and TSR Units shown at the target levels and the grant date value based on the amount approved by the Compensation Committee):
Long-Term Incentives
| Name | Time-Based Units | FFO Units | TSR Units | | Richard K. Matros | $1,662,500 104,716 units | $950,000 59,838 units | $2,137,500 109,504 units | | Talya Nevo-Hacohen | $595,000 37,477 units | $340,000 21,416 units | $765,000 39,191 units | | Michael L. Costa | $595,000 37,477 units | $340,000 21,416 units | $765,000 39,191 units |
Long-Term Incentives
Mandatory Deferral and Holding Period after Vesting. We have a deferral feature for the Named Executive Officers’ Time-Based Units, FFO Units and TSR Units, which requires that earned and vested awards must be held as deferred stock units that are not payable or salable until the fifth calendar year following the grant date. We also have a holding period requirement for Time-Based Units, FFO Units and TSR Units granted to the Named Executive Officers. For any Time-Based Units, FFO Units or TSR Units that vest, executives are required to wait a minimum of one year after the vesting date before receiving payment of the underlying vested shares. This is to ensure they remain long-term owners, aligned with stockholders, and cannot immediately sell shares that vested recently. The only exceptions to the one-year holding requirement are if the executive dies or suffers a disability, or if there is a change in control. Similarly, the only exceptions to the deferral requirement are if the executive dies, suffers a disability or otherwise has a termination of employment, or if there is a change in control after the awards vest. Timing of 2024 Equity Awards. The Compensation Committee determined the total grant date dollar value of each Named Executive Officer’s 2024 equity awards in December 2024, which is our normal grant timing. We convert the total grant date dollar value of each executive’s equity award into a number of Time-Based Units, FFO Units and TSR Units using the same accounting value of each award that is used in our financial statements. We utilize this conversion approach so that the grant date award value of each type of award reported in our proxy statement (such as in the “Grants of Plan-Based Awards—2024” table below) is approximately equal to the grant date dollar value of the award that is approved by the Compensation Committee. We believe that making annual equity awards in the fourth quarter of each calendar year allows us to consider our performance for the year when determining the level of equity awards to be granted for that year, as well as any feedback from stockholders on the say-on-pay proposal for the year. Time-Based Units: Time-Based Units are included as part of each executive’s annual long-term equity award to link the value realized to stockholders and to retain the executive over the vesting period. Time-Based Units made up approximately 35% of the total grant date value of each Named Executive Officer’s 2024 annual equity award. The Time-Based Units granted in 2024 vest in equal annual installments over four years, with installments vesting on December 31 in each of 2025, 2026, 2027 and 2028, with any vested units subject to the one-year post-vesting holding period requirement and deferral feature described above. FFO Units: FFO Units are included as part of each executive’s long-term equity award to motivate them to execute our multi-year operating plan and increase our long-term FFO performance, which we believe drives stockholder value creation. FFO Units made up approximately 30% of the performance-based annual equity awards and approximately 20% of the total grant date value of each Named Executive Officer’s 2024 annual equity award. FFO Units granted in 2024 are earned based on our adjusted normalized FFO performance per share for the calendar year 2027 relative to a pre-established objective target for 2027 determined by the Compensation Committee. Adjusted normalized FFO per share is defined for these purposes as (A) our FFO for 2027, adjusted to eliminate the impact of (1) non-recurring items, including without limitation the write-off of deferred financing fees, contingent consideration adjustments, transitional expenses related to any completed merger, non-senior housing managed facility operating expenses, loss or gain associated with foreign currency transactions, and other similar items as determined by the Compensation Committee, (2) non-cash compensation expense, (3) cash bonuses payable to our officers and employees, (4) transaction costs and normalizing adjustments in connection with investment activity and capital markets activity, (5) any change in accounting policies or practices, (6) any gain or loss on lease or rental income restructurings and changes in lease classifications (including write offs of above/below market rent intangibles and straight-line rent receivables) to the extent included in FFO, (7) loan, preferred equity, direct financing lease, sales-type lease and unconsolidated joint venture investment impairments or loss reserves, and (8) deferred income tax expense, divided by (B) the weighted average number of shares of common stock and common stock equivalents outstanding. We believe that the adjusted normalized FFO per share target for 2027 is reasonably attainable if we are able to execute our strategic plan and meet our long-term objectives. The decision to use the third calendar year in the performance period as the performance measurement year is intended to give the executives a period of time to execute on the long-term strategic plan. Although our annual incentive awards also become earned based on an FFO-based performance metric, the FFO Units granted in any year will have different adjusted normalized FFO goals than those established under the annual bonus program. They are different incentive goals, measured in a different year, and require different performance to achieve them. The FFO Units become payable based on our performance for the third calendar year following the grant date, while the annual incentive awards become payable based on our performance for the year in which the awards are granted. For example, the FFO Units granted in 2024 become payable based on performance for 2027, and the annual incentive awards granted under the bonus program for 2024 became payable based on performance for 2024. Between 0% and 200% of each executive’s target number of FFO Units are eligible to be earned based on FFO per share performance in 2027. Threshold performance of 90.96% of the performance goal is required for any FFO units to be earned and vest, while 200% of target FFO Units will be earned and vest if we achieve at least 109.04% of the performance goal (the maximum level). Performance between the threshold and the performance goal will result in between 0% and 100% of each executive’s target number of FFO Units becoming earned and vested, with linear interpolation between threshold and the performance goal. Performance between the performance goal and the maximum level will result in between 100% and 200% of the target number of FFO Units becoming earned and vested, with linear interpolation between target and maximum.
Long-Term Incentives
| 2024 Vesting Schedule | | | | | | 2027 FFO per Share (% Target) | FFO Units Earned | | | | > 109.04% | 200% | Percentage of target units earned increased/decreased 11% for each 1% increase/decrease in the targeted performance level achieved | | Maximum | 109.04% | 200% | | | | 106.03% | 167% | | | | 103.01% | 133% | | | Target | 100.0% | 100% | | | | 96.99% | 67% | | | | 93.97% | 33% | | | Threshold | 90.96% | 0% | | | | < 90.96% | 0% | |
Long-Term Incentives
Any FFO Units that become eligible to vest based on our FFO performance are also subject to a vesting condition based on the executive’s continued employment through the last day of the applicable performance period, with any vested units subject to the one-year post-vesting holding period requirement and deferral feature described above. TSR Units: The Compensation Committee believes the TSR Units are an effective vehicle to motivate our Named Executive Officers to create long-term stockholder value while requiring our executives to successfully execute our strategic plan and grow stockholder value faster than the 55th percentile of similar peers. TSR Units made up approximately 70% of the performance-based annual equity awards and approximately 45% of the total grant date value of each Named Executive Officer’s 2024 annual equity award. The TSR Units granted in 2024 become vested based on our relative total stockholder return over a three-year performance period consisting of calendar years 2024-2027 measured against the following publicly traded REITs:
Long-Term Incentives
| Acadia Realty Trust Alexandria Real Estate Equities, Inc. American Healthcare REIT, Inc. Americold Realty Trust Brandywine Realty Trust BXP, Inc. CareTrust REIT, Inc. City Office REIT, Inc. Community Healthcare Trust Incorporated COPT Defense Properties Cousins Properties Incorporated Diversified Healthcare Trust Douglas Emmett, Inc. Easterly Government Properties, Inc. EastGroup Properties, Inc. EPR Properties Equity Commonwealth Essential Properties Realty Trust, Inc. First Industrial Realty Trust, Inc. | Franklin Street Properties Gaming and Leisure Properties, Inc. Global Medical REIT Inc. Healthcare Realty Trust Incorporated Healthpeak Properties, Inc. Highwoods Properties, Inc. Hudson Pacific Properties, Inc. Industrial Logistics Properties Trust Innovative Industrial Properties, Inc. JBG Smith Properties Kilroy Realty Corporation Lineage, Inc. LTC Properties, Inc. LXP Industrial Trust Medical Properties Trust, Inc. National Health Investors, Inc. Net Lease Office Properties NNN REIT, Inc. Omega Healthcare Investors, Inc. | Orion Office REIT Paramount Group, Inc. Peakstone Realty Trust Piedmont Office Realty Trust, Inc. Plymouth Industrial REIT Postal Realty Trust Prologis, Inc. Rexford Industrial Realty, Inc. Safehold, Inc. Sila Realty Trust, Inc. SL Green Realty Corp. STAG Industrial, Inc. Strawberry Fields REIT, Inc. Terreno Realty Corporation Universal Health Realty Income Trust Ventas, Inc. Vornado Realty Trust W. P. Carey Inc. Welltower, Inc. |
Long-Term Incentives
This group of TSR comparison companies includes all publicly traded U.S. based industrial, office and healthcare REITs with market capitalization values above $100,000,000 as of November 30, 2024, as well as certain of those companies included in our 2024 peer group used for compensation comparison purposes (57 companies in total). Although all of the compensation peers are included in the TSR comparison peer group (other than Physicians Realty Trust because of its acquisition), the TSR comparison peer group is a different, broader set of companies. The companies in our 2024 compensation peer group (20 companies) were selected based on their similarity to Sabra, taking into account their respective businesses, revenues, FFO, total assets, market capitalization, enterprise value and the talent pool for which they compete. The Compensation Committee believes that the selection criteria for relative TSR performance comparison can be different than for compensation comparison because REIT sectors are affected by similar economic forces (with REIT size playing a relatively small role in stockholder return), while compensation amounts correlate with each of the REIT sector, Sabra’s size and the talent pool for which Sabra is competing. Each executive’s target number of TSR Units granted in 2024 are earned and vest for achieving a TSR percentile ranking at the 55th percentile relative to the applicable TSR peer companies. If our TSR percentile ranking relative to the applicable TSR peer companies is less than the 25th percentile (the threshold level), the TSR Units are forfeited, while if we achieve a TSR ranking at or above the 80th percentile relative to the applicable TSR peer companies (the maximum level), 200% of each executive’s target number of TSR Units will become vested. Between 0% and 200% of the target number of TSR Units can be earned based on the schedule below, with linear interpolation between points.
Long-Term Incentives
| 2024 Vesting Schedule | | | | Relative TSR vs.TSR Peers | Performance Level | TSR Units Earned | | > 80P | | 200% | | 80P | Maximum | 200% | | 75P | | 180% | | 70P | | 160% | | 65P | | 140% | | 60P | | 120% | | 55P | Target | 100% | | 50P | | 95% | | 45P | | 85% | | 40P | | 75% | | 35P | | 65% | | 30P | | 55% | | 25P | Threshold | 45% | | < 25P | | 0% |
Long-Term Incentives
If our TSR is negative over the performance period, the number of TSR Units eligible to become vested is capped at 100% of target to recognize that in such event, while our TSR may have exceeded that of our peers, our stockholders would not have realized a positive TSR on an absolute basis for this period. Like the FFO Units, any TSR Units earned based on our relative TSR performance are also subject to a vesting condition based on the executive’s continued employment through the last day of the applicable performance period, with vested units subject to the one-year post-vesting holding period requirement and deferral feature described above. Dividend Equivalents: Time-Based Units, FFO Units and TSR Units granted under our long-term equity award program entitle the executive to receive an additional credit of stock units having a value equal to the amount of the ordinary cash dividends paid on the shares of common stock underlying the award (i.e., dividend equivalents are reinvested in additional units). Any additional stock units credited as a dividend equivalent payment will not be paid unless they vest and are subject to the same vesting requirements as the stock unit awards to which they relate (including the applicable performance conditions). Clawback: Time-Based Units, FFO Units and TSR Units granted under our long-term equity award program are each subject to the terms of our clawback policy described below. Payouts of Previously Granted Performance-Based Awards. The performance period applicable to certain previously granted awards of TSR Units and FFO Units ended on December 31, 2024. 2022-2024 TSR Units. For the 2022-2024 TSR Unit performance period, we achieved a total stockholder return ranking equal to the 99th percentile compared to the TSR Unit peer group. This exceeded the maximum performance level and funded the awards at the maximum of 200% of target. 2022-2024 FFO Units. For the 2022-2024 FFO Unit performance period, the target adjusted normalized FFO per share amount was set at $1.6673 per share for the 2024 calendar year. We achieved adjusted normalized FFO per share of approximately $1.4777 per share. This was below the threshold amount for the 2022-2024 FFO Unit awards that were granted in 2021, and thus the FFO Units were forfeited in full. Adjusted normalized FFO per share is defined for these purposes substantially the same as described above in the discussion of our 2023 FFO Units. The grant-date fair value of the Time-Based Units, FFO Units and TSR Units granted to the Named Executive Officers in 2024 as determined under the accounting principles used in our financial reporting are reported in the “Summary Compensation Table—2022—2024” and the “Grants of Plan-Based Awards—2024” tables below.
Severance Benefits
Severance Benefits We believe that severance protections, particularly in the context of the uncertainty surrounding any potential change in control transaction, play a valuable role in attracting and retaining quality executive officers. We provide severance protections to each of the Named Executive Officers under their employment agreements. As described in more detail below under the heading “Potential Payments Upon Termination or Change in Control,” each of the Named Executive Officers would be entitled to severance benefits in the event of a termination of employment by us without “good cause” or by the executive for “good reason” (as those terms are defined in each executive’s employment agreement). The severance benefits for Mr. Matros are based on a 2.25x multiple, while the severance benefits for Mr. Costa and Ms. Nevo-Hacohen are based on a 1.5x multiple. We do not believe that the Named Executive Officers should be entitled to receive their cash severance benefits merely because a change in control transaction occurs, and a change in control does not, in and of itself, entitle any Named Executive Officer to receive severance benefits (i.e., these severance benefits are “double-trigger” benefits). The amount of severance benefits for Mr. Costa and Ms. Nevo-Hacohen will increase and be based on a 2x multiple in connection with a qualifying termination in connection with or following a change in control. The severance benefit multiple for Mr. Matros will not increase for a qualifying termination in connection with or following a change in control. No Named Executive Officer is entitled to receive a “gross-up” or similar payment for any excise taxes that may become payable in connection with a change in control pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and, depending on what results in the best after-tax benefit for the executive, benefits may be “cut back” instead in such circumstances. The terms of Time-Based Units, FFO Units and TSR Units each provide for accelerated vesting in connection with certain terminations of the Named Executive Officers’ employment with us, including a termination due to death, disability or a termination by us without good cause or by the executive for good reason but in general only if such termination occurs in connection with or following a change in control. Please see the “Potential Payments Upon Termination or Change in Control” section below for a discussion of the termination of employment-based vesting provisions of these equity awards.
Tayla Nevo-Hacohen Retirement and Consulting Agreement
Tayla Nevo-Hacohen Retirement and Consulting Agreement As previously announced, Ms. Nevo-Hacohen has decided to retire from full-time employment with the Company, effective December 31, 2025, and Darrin Smith, our Executive Vice President—Investments, is expected to assume her position effective January 1, 2026. We expect that Ms. Nevo-Hacohen will remain in a consulting role with us following her retirement pursuant to a consulting agreement that was entered into with Ms. Nevo-Hacohen in March of 2025. Pursuant to her consulting agreement, Ms. Nevo-Hacohen, who is the only Chief Investment Officer in the Company’s history, will provide consulting services to us as an independent contractor for two years following her retirement. The consulting services will consist of such services as are reasonably requested by us through our Board of Directors or Chief Executive Officer in connection with transitioning Mr. Smith into the position of Chief Investment Officer. The consulting agreement provides for an annual consulting fee of $900,000, reimbursements for expenses incurred in performing services under the consulting agreement and monthly cash payments equal to the cost of Ms. Nevo-Hacohen’s premiums to continue medical benefits coverage on the same basis as if she remained eligible to participate in our medical plans. In addition, the unvested portion of the time-based and performance-based equity awards granted to Ms. Nevo-Hacohen during her employment will continue to vest during the term of the consulting agreement. In the event of a change in control during Ms. Nevo-Hacohen’s consulting term, she will be entitled to receive full acceleration of all outstanding equity awards. As a condition to entering into the consulting agreement and receiving compensation thereunder when her consulting term begins, Ms. Nevo-Hacohen provided us with (and did not revoke) a valid, executed general release agreement in favor of Sabra and must renew such release in the same form when the consulting agreement becomes effective. In addition, Ms. Nevo-Hacohen has agreed that she will not disclose any of our confidential information at any time during or after the term of the consulting agreement. The consulting agreement will terminate in accordance with its terms on December 31, 2027.
Summary Compensation Table—2022—2024
Summary Compensation Table—2022—2024 The following table provides information on the compensation of the Named Executive Officers for 2024, 2023, and 2022. Because only three individuals served as our executive officers during 2024, we have only our three Named Executive Officers for 2024.
Summary Compensation Table—2022—2024
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Richard K. Matros Chief Executive Officer, President & Chair of the Board | 2024 2023 2022 | 925,000 925,000 925,000 | — — — | 4,781,297 4,519,499 4,129,117 | — — — | 2,775,000 2,775,000 1,598,400 | — — — | 8,481,297 8,219,499 6,652,517 | | Talya Nevo-Hacohen Chief Investment Officer, Treasurer & Executive Vice President | 2024 2023 2022 | 675,000 650,000 610,000 | — — — | 1,711,203 1,606,937 1,409,949 | — — — | 1,350,000 1,300,000 702,720 | 13,800 13,200 12,200 | 3,750,003 3,570,137 2,734,869 | | Michael L. Costa Chief Financial Officer, Secretary & Executive Vice President | 2024 2023 2022 | 585,000 510,000 450,000 | — — — | 1,711,203 1,406,076 1,294,812 | — — — | 1,170,000 1,020,000 336,960 | 13,800 13,200 12,200 | 3,480,003 2,949,276 2,093,972 |
Summary Compensation Table—2022—2024
| (1) Annual Equity Awards. The amounts reported for 2024 include the aggregate grant date fair value of the Time-Based Units, the FFO Units and the TSR Units granted to the Named Executive Officers during 2024. |
Summary Compensation Table—2022—2024
The aggregate grant date fair value of these awards was computed in accordance with FASB ASC Topic 718, and excludes the effects of estimated forfeitures. The reported award values have been determined using the assumptions described in Note 13 to the Consolidated Financial Statements included in Sabra’s 2024 Annual Report. The FFO Units are valued based on the probable outcome of the applicable performance conditions as determined on the grant date, which results in a grant date fair value for the FFO Units as follows: Mr. Matros ($950,227); Ms. Nevo-Hacohen ($340,086); and Mr. Costa ($340,086). If we achieve the highest level of performance under the FFO Units, the grant date fair value for the FFO Units would increase to the following amounts: Mr. Matros ($1,900,455); Ms. Nevo-Hacohen ($680,172); and Mr. Costa ($680,172). Please see “—Compensation Discussion and Analysis—Material Elements of Compensation” above for a discussion of the components of our 2024 equity awards and how these awards were determined.
Summary Compensation Table—2022—2024
| (2) Amount reported for 2024 represents 401(k) plan matching contributions. |
Grants of Plan-Based Awards—2024
Grants of Plan-Based Awards—2024 The following table sets forth certain information concerning the cash bonus opportunities, Time-Based Units, FFO Units and TSR Units that were granted to the Named Executive Officers during 2024. All of these awards were granted under our 2009 Performance Incentive Plan.
Grants of Plan-Based Awards—2024
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards; Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Richard K. Matros | | | | | | | | | | | Cash Bonus | 6/13/2024 | — | 1,387,500 | 2,775,000 | — | — | — | — | — | | Time-Based Units | 12/27/2024 | — | — | — | — | — | — | 104,716 | 1,662,890 | | FFO Units | 12/27/2024 | — | — | — | 19,747 | 59,838 | 119,676 | — | 950,227 | | TSR Units | 12/27/2024 | — | — | — | 49,277 | 109,504 | 219,008 | — | 2,168,179 | | Talya Nevo-Hacohen | | | | | | | | | | | Cash Bonus | 6/13/2024 | — | 675,000 | 1,350,000 | — | — | — | — | — | | Time-Based Units | 12/27/2024 | — | — | — | — | — | — | 37,477 | 595,135 | | FFO Units | 12/27/2024 | — | — | — | 7,067 | 21,416 | 42,832 | — | 340,086 | | TSR Units | 12/27/2024 | — | — | — | 17,636 | 39,191 | 78,382 | — | 775,982 | | Michael L. Costa | | | | | | | | | | | Cash Bonus | 6/13/2024 | — | 585,000 | 1,170,000 | — | — | — | — | — | | Time-Based Units | 12/27/2024 | — | — | — | — | — | — | 37,477 | 595,135 | | FFO Units | 12/27/2024 | — | — | — | 7,067 | 21,416 | 42,832 | — | 340,086 | | TSR Units | 12/27/2024 | — | — | — | 17,636 | 39,191 | 78,382 | — | 775,982 |
Grants of Plan-Based Awards—2024
| (1) For all equity awards reported above, amounts reported reflect the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718 based on the assumptions and methodologies referenced in footnote (1) of the “Summary Compensation Table—2022—2024,” and, in the case of the FFO Units the probable outcome of the applicable performance conditions. The amounts reported for these awards do not reflect whether the Named Executive Officer has actually realized or will realize a financial benefit from the awards (such as by vesting in an award). |
Outstanding Equity Awards at End of 2024
Outstanding Equity Awards at End of 2024 The following table presents information regarding the outstanding equity awards held by each of our Named Executive Officers as of December 31, 2024, including the vesting dates for the portions of these awards that had not vested as of that date. As described under “—Compensation Discussion and Analysis” above, these awards are also generally subject to a mandatory five-year deferral and one-year post-vesting holding period. For outstanding stock units that are entitled to receive dividend equivalents that are reinvested in an additional number of units that are subject to the same vesting requirements (including the applicable performance conditions) as the underlying units, the amounts reported include the additional units credited in respect of dividend equivalents as of December 31, 2024.
Outstanding Equity Awards at End of 2024
| Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Richard K. Matros | 35,674(2) | 617,874 | 28,980(6) | 501,934 | | | 76,849(3) | 1,331,025 | 299,068(7) | 5,179,858 | | | 94,773(4) | 1,641,468 | 23,827(8) | 412,684 | | | 104,716(5) | 1,813,681 | 277,310(9) | 4,803,009 | | | | | 19,746(10) | 342,001 | | | | | 219,008(11) | 3,793,219 | | Totals | 312,012 | 5,404,048 | 867,939 | 15,032,705 | | Talya Nevo-Hacohen | 11,270(2) | 195,196 | 9,895(6) | 171,381 | | | 26,244(3) | 454,546 | 102,122(7) | 1,768,753 | | | 33,699(4) | 583,667 | 8,472(8) | 146,735 | | | 37,477(5) | 649,102 | 98,598(9) | 1,707,717 | | | | | 7,067(10) | 122,400 | | | | | 78,382(11) | 1,357,576 | | Totals | 108,690 | 1,882,511 | 304,536 | 5,274,562 | | Michael L. Costa | 7,986(2) | 138,318 | 7,775(6) | 134,663 | | | 20,623(3) | 357,190 | 80,236(7) | 1,389,688 | | | 29,485(4) | 510,680 | 7,413(8) | 128,393 | | | 37,477(5) | 649,102 | 86,274(9) | 1,494,266 | | | | | 7,067(10) | 122,400 | | | | | 78,382(11) | 1,357,576 | | Totals | 95,571 | 1,655,290 | 267,147 | 4,626,986 |
Outstanding Equity Awards at End of 2024
| (1) The dollar amounts shown are determined by multiplying the number of shares or units reported by the closing price of our common stock of $17.32 on December 31, 2024, which was the last trading day in 2024. |
Outstanding Equity Awards at End of 2024
| (2) Represents Time-Based Units that are scheduled to vest on December 31, 2025. |
Outstanding Equity Awards at End of 2024
| (3) Represents Time-Based Units that are scheduled to vest in substantially equal installments on December 31, 2025 and December 31, 2026. |
Outstanding Equity Awards at End of 2024
| (4) Represents Time-Based Units that are scheduled to vest in substantially equal installments on December 31, 2025, December 31, 2026 and December 31, 2027. |
Outstanding Equity Awards at End of 2024
| (5) Represents Time-Based Units that are scheduled to vest in substantially equal installments on December 31, 2025, December 31, 2026, December 31, 2027 and December 31, 2028. |
Outstanding Equity Awards at End of 2024
| (6) Represents FFO Units that, subject to the satisfaction of the applicable performance vesting requirements, are scheduled to vest on December 31, 2025. Amount shown is the threshold vesting level. |
Outstanding Equity Awards at End of 2024
| (7) Represents TSR Units that, subject to the satisfaction of the applicable performance vesting requirements, are scheduled to vest on December 31, 2025. Amount shown is the maximum vesting level. |
Outstanding Equity Awards at End of 2024
| (8) Represents FFO Units that, subject to the satisfaction of the applicable performance vesting requirements, are scheduled to vest on December 31, 2026. Amount shown is the threshold vesting level. |
Outstanding Equity Awards at End of 2024
| (9) Represents TSR Units that, subject to the satisfaction of the applicable performance vesting requirements, are scheduled to vest on December 31, 2026. Amount shown is the maximum vesting level. |
Outstanding Equity Awards at End of 2024
| (10) Represents FFO Units that, subject to the satisfaction of the applicable performance vesting requirements, are scheduled to vest on December 31, 2027. Amount shown is the threshold vesting level. |
Outstanding Equity Awards at End of 2024
| (11) Represents TSR Units that, subject to the satisfaction of the applicable performance vesting requirements, are scheduled to vest on December 31, 2027. Amount shown is the maximum vesting level. |
Stock Vested—2024
Stock Vested—2024 The following table provides information concerning shares of our common stock acquired by the Named Executive Officers upon the vesting of stock awards during the 2024 calendar year.
Stock Vested—2024
| Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1)(2) | | Richard K. Matros | 459,449 | 7,918,630 | | Talya Nevo-Hacohen | 147,314 | 2,539,106 | | Michael L. Costa | 102,465 | 1,768,024 |
Stock Vested—2024
| (1) The dollar amounts are determined by multiplying the number of shares subject to the stock award that vested by the per-share closing price of our common stock on the vesting date. |
Stock Vested—2024
| (2) Includes the following amounts relating to stock awards that vested but the payment of which was deferred pursuant to the mandatory five-year deferral feature on the Named Executive Officers’ long-term equity awards described under “—Compensation Discussion and Analysis” above: Mr. Matros, $4,437,003; Ms. Nevo-Hacohen, $1,441,197; and Mr. Costa $1,072,056. |
Nonqualified Deferred Compensation Table—2024
Nonqualified Deferred Compensation Table—2024 The following table provides information concerning stock units granted to the Named Executive Officers that are vested but have not yet converted to shares of common stock in accordance with the terms of the award. The stock units included in the following table remain subject to the mandatory five-year deferral, as described under “—Compensation Discussion and Analysis” above.
Nonqualified Deferred Compensation Table—2024
| Name | | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($)(3) | Aggregate Balance at Last FYE ($)(4) | | Richard K. Matros | Stock Units | 6,768,916 | — | 438,777 | (2,269,751) | 14,371,866 | | Talya Nevo-Hacohen | Stock Units | 2,176,414 | — | 142,494 | (734,312) | 4,912,269 | | Michael L. Costa | Stock Units | 1,591,604 | — | 105,043 | — | 2,533,612 |
Nonqualified Deferred Compensation Table—2024
| (1) Stock unit contributions represent the portion of the stock units granted to the Named Executive Officers that vested in 2024 but that remained subject to the mandatory five-year deferral. The amounts included in this column have previously been reported in the Summary Compensation Table. |
Nonqualified Deferred Compensation Table—2024
| (2) Represents (i) the amount of the dividend equivalents in the form of additional stock units credited in 2024 with respect to the award (which are paid to the award holder at the time that the underlying award converts to shares, subject to the same cancellation provisions as the underlying award) and (ii) the change in the closing price of our common stock on December 31, 2024, the last trading day of 2024, compared to December 29, 2023, the last trading day of 2023. The amounts included in this column have not previously been reported in the Summary Compensation Table because the earnings are not preferential. |
Nonqualified Deferred Compensation Table—2024
| (3) Stock unit withdrawals/distributions represent the portion of the stock units granted to the Named Executive Officers that had vested and were distributed to the Named Executive Officers upon satisfaction of the mandatory five-year deferral. |
Nonqualified Deferred Compensation Table—2024
| (4) Represents the number of vested stock units held by the Named Executive Officer on December 31, 2024 multiplied by the closing price of our common stock on December 31, 2024, the last trading day of 2024. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following section describes the benefits that may become payable to the Named Executive Officers in connection with a termination of their employment with us and/or a change in control of Sabra. The benefits described in this section are generally provided under the Named Executive Officers’ employment agreements or under the terms governing outstanding equity-based awards. For each Named Executive Officer, payment of the severance benefits provided for under his or her employment agreement is conditioned upon the executive’s execution and delivery of (and not revoking) a general release in favor of us. All benefits described below would be provided by us. Please see “—Compensation Discussion and Analysis” above for a discussion of how the level of these benefits was determined. Severance Benefits—Employment Agreements. In the event that a Named Executive Officer’s employment is terminated by us without “good cause” or by the executive for “good reason” (as those terms are defined in each executive’s employment agreement), each executive will be entitled to receive the following benefits under his or her employment agreement:
Potential Payments Upon Termination or Change in Control
| • | a lump sum cash severance payment equal to his or her annual base salary then in effect plus his or her average bonus actually earned (which includes the value of the bonus elected to be received as an equity award under our annual incentive bonus program (“Bonus Units”) on the vesting date) for the prior three calendar years multiplied by a severance multiplier (equal to 2.25 for Mr. Matros and 1.5 for each of Ms. Nevo-Hacohen and Mr. Costa); |
Potential Payments Upon Termination or Change in Control
| • | any accrued and unpaid bonus for any prior fiscal year; |
Potential Payments Upon Termination or Change in Control
| • | a prorated bonus payment for the year in which the termination occurs based on actual performance, with any bonus earned becoming payable within seventy-four days after the completion of the year in which the executive’s termination occurs; and |
Potential Payments Upon Termination or Change in Control
| • | continued coverage for the executive and his or her family members under our health plans or, at the executive’s option, a monthly cash payment equal to the applicable COBRA premium for such continued coverage, for up to 24 months for Mr. Matros and up to 18 months for each of Ms. Nevo-Hacohen and Mr. Costa. |
Potential Payments Upon Termination or Change in Control
Under the employment agreements, if a Named Executive Officer’s employment is terminated by us without good cause or by the executive for good reason on or within two years following a change in control of Sabra (including a termination by us without good cause that occurs up to six months prior to a change in control at the request of the party seeking to effect the change in control), each executive will be entitled to receive the following benefits under his or her employment agreement in lieu of the benefits described above:
Potential Payments Upon Termination or Change in Control
| • | a lump sum cash severance payment equal to his or her annual base salary plus his or her average bonus actually earned (which includes the value of Bonus Units on the vesting date) for the prior three calendar years multiplied by a severance multiplier (equal to 2.25 for Mr. Matros and 2.0 for each of Ms. Nevo-Hacohen and Mr. Costa); |
Potential Payments Upon Termination or Change in Control
| • | any accrued and unpaid bonus for any prior fiscal year; |
Potential Payments Upon Termination or Change in Control
| • | a prorated target bonus payment for the year in which the termination occurs calculated assuming we achieve 100% of the applicable financial performance target(s), with any bonus earned becoming payable within seventy-four days after the completion of the year in which the executive’s termination occurs; and |
Potential Payments Upon Termination or Change in Control
| • | continued coverage for the executive and his or her family members under our health plans or, at the executive’s option, a monthly cash payment equal to the applicable COBRA premium for such continued coverage, for up to 24 months. |
Potential Payments Upon Termination or Change in Control
However, the benefits described above may be limited—if any payments under an executive’s employment agreement or otherwise trigger the excise tax imposed by Section 4999 of the Code, payments to the executive will be reduced as provided in the agreement to a level that does not trigger the excise tax if the total after tax-benefit of such reduction exceeds the total after tax-benefit if such reduction is not made. If a Named Executive Officer’s employment terminates due to his or her death or disability, the executive will be paid any accrued and unpaid bonus for any prior fiscal year, and a prorated bonus payment for the year in which the termination occurs. Restrictive Covenants. The employment agreements with the Named Executive Officers include each executive’s agreement that he or she will not disclose any of our confidential information at any time during or after employment. In addition, each executive has agreed that, for a period of 18 months following a termination of employment for Mr. Matros and for a period of one year following a termination of employment for each of Ms. Nevo-Hacohen and Mr. Costa, he or she will not solicit our employees or customers or materially interfere with any of our business relationships. Each agreement also includes mutual non-disparagement covenants by the Named Executive Officer and us. If a Named Executive Officer breaches any of these restrictive covenants, we may generally cease further payment of the executive’s severance benefits and recover any severance benefits that were paid to the executive before the breach. Accelerated Vesting – Equity Awards. Outstanding equity awards granted to the Named Executive Officers under our 2009 Performance Incentive Plan will be subject to accelerated vesting in connection with certain types of terminations of employment, as described below:
Potential Payments Upon Termination or Change in Control
| • | Time-Based Units. If an executive’s employment terminates due to death or disability, or as a result of a termination by us without good cause or by the executive for good reason within 30 days prior to or 18 months after a change in control of Sabra, any unvested Time-Based Units and other stock-units granted by Sabra that vest based on continued employment will become fully vested. |
Potential Payments Upon Termination or Change in Control
| • | FFO Units. If an executive’s employment terminates due to death or disability, or as a result of a termination by us without good cause or by the executive for good reason within 30 days prior to or 18 months after a change in control of Sabra, the executive’s target number of FFO Units will become fully vested. |
Potential Payments Upon Termination or Change in Control
| • | TSR Units. If an executive’s employment terminates due to death or disability, the executive’s target number of TSR Units will become fully vested. If an executive’s employment terminates as a result of a termination by us without good cause or by the executive for good reason within 30 days prior to or 18 months after a change in control of Sabra, then any TSR Units earned based on actual performance will become fully vested. |
Potential Payments Upon Termination or Change in Control
The following table provides information concerning the potential termination or change in control payments that would be made to each Named Executive Officer under the circumstances described above. As prescribed by the SEC’s disclosure rules, in calculating the amount of any potential payments to the Named Executive Officers, we have assumed that the applicable triggering event (i.e., termination of employment and/or change in control) occurred on December 31, 2024. In the following table, we use the term “involuntary termination” to refer to a termination by us without good cause or by the executive for good reason.
Potential Payments Upon Termination or Change in Control
| | Cash Severance ($)(1) | Equity Acceleration Value ($)(2)(3) | Health Benefits ($) | Total ($)(4) | | Richard K. Matros | | | | | | Death or Disability | — | 19,981,357 | — | 19,981,357 | | Involuntary Termination | 7,442,550 | — | 83,196 | 7,525,746 | | Involuntary Termination in Connection with Change in Control | 7,442,550 | 19,981,357 | 83,196 | 27,507,103 | | Talya Nevo-Hacohen | | | | | | Death or Disability | — | 6,860,140 | — | 6,860,140 | | Involuntary Termination | 2,688,860 | — | 84,674 | 2,773,534 | | Involuntary Termination in Connection with Change in Control | 3,585,147 | 6,860,140 | 112,899 | 10,558,186 | | Michael L. Costa | | | | | | Death or Disability | — | 5,812,298 | — | 5,812,298 | | Involuntary Termination | 2,228,856 | — | 47,544 | 2,276,400 | | Involuntary Termination in Connection with Change in Control | 2,971,808 | 5,812,298 | 63,391 | 8,847,497 |
Potential Payments Upon Termination or Change in Control
| (1) None of the Named Executive Officers would have been entitled to an additional pro-rated bonus payment from us for a termination of employment occurring at the end of the 2024 calendar year, so the pro-rated bonus-based severance provisions contained in each executive’s employment agreement would not result in any additional severance amounts for a termination occurring at year end. |
Potential Payments Upon Termination or Change in Control
| (2) Based upon the closing price of our common stock ($17.32) on December 31, 2024, which was the last trading day in 2024. |
Potential Payments Upon Termination or Change in Control
| (3) For TSR Units, we have assumed that the target number of units would become vested in connection with a change in control, although the actual number of TSR Units that would become vested in connection with a change in control is based on actual performance and could be higher or lower than the target number of units. |
Potential Payments Upon Termination or Change in Control
| (4) We have assumed that no Named Executive Officer’s severance benefits would be “cut back” under his or her employment agreement in order to obtain the greatest after tax-benefit after giving effect to the excise tax imposed under Section 4999 of the Code. The actual severance benefits payable to the Named Executive Officers may be less than the amounts reported above as a result of the application of this “cut-back.” |
Pay Ratio Disclosure
Pay Ratio Disclosure Pursuant to the Exchange Act, we are required to disclose in this Proxy Statement the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees (excluding our Chief Executive Officer). Based on SEC rules for this disclosure and applying the methodology described below, we have determined that our Chief Executive Officer’s total compensation for 2024 was $8,481,297, and the median of the total 2024 compensation of all of our employees (excluding our Chief Executive Officer) was $323,969. Accordingly, we estimate the ratio of our Chief Executive Officer’s total compensation for 2024 to the median of the total 2024 compensation of all of our employees (excluding our Chief Executive Officer) to be 26.2 to 1. We identified the median employee by taking into account the total gross wages as reported on Form W-2 paid in 2024 to all individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2024. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We did not make any assumptions, adjustments or estimates with respect to their total gross wages for 2024, although we did annualize the compensation for any permanent employees who were not employed by us for all of 2024. We believe total gross wages for all employees is an appropriate measure. Once the median employee was identified as described above, that employee’s annual total compensation for 2024 was determined using the same rules that apply to reporting the compensation of our Named Executive Officers (including our Chief Executive Officer) in the “Total” column of the “Summary Compensation Table—2022—2024” above. The total compensation amounts included in the first paragraph of this pay ratio disclosure were determined based on that methodology. We believe that the pay ratio disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio disclosure may not be comparable to the pay ratio reported by other REITs or other public companies.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for non-PEO NEOs ($)(3) | Average Compensation Actually Paid to non-PEO NEOs ($)(2) | SBRA Total Shareholder Return ($)(4) | NAREIT Health Care Total Shareholder Return ($)(5) | Net Income ($M)(6) | Adjusted Normalized FFO Per Share ($)((7)(8) | | 2024 | 8,481,297 | 14,344,647 | 3,615,003 | 5,444,544 | 123.36 | 115.44 | 126.71 | 1.48 | | 2023 | 8,219,499 | 12,212,423 | 3,259,707 | 4,361,230 | 94.05 | 94.40 | 13.76 | 1.38 | | 2022 | 6,652,517 | 7,288,778 | 2,414,421 | 2,550,429 | 74.54 | 81.59 | (77.61) | 1.54 | | 2021 | 6,091,584 | 1,132,584 | 1,741,895 | 447,643 | 74.20 | 104.85 | (113.26) | 1.62 | | 2020 | 5,455,333 | 3,045,161 | 2,119,717 | 1,172,025 | 88.53 | 90.14 | 138.42 | 1.82 |
Pay Versus Performance
| (1) Reflects compensation amounts reported in the Summary Compensation Table for our Chair and Chief Executive Officer, Richard K. Matros, for the respective years shown. |
Pay Versus Performance
| (2) The dollar amounts reported represent the amount of “compensation actually paid” to our Chair and Chief Executive Officer and the average of non-Chief Executive Officer Named Executive Officers, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid: |
Pay Versus Performance
| | 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | | Adjustments | PEO ($) | Average Non- PEO NEOs ($) | PEO ($) | Average Non- PEO NEOs ($) | PEO ($) | Average Non- PEO NEOs ($)) | PEO ($) | Average Non- PEO NEOs ($) | PEO ($) | Average Non- PEO NEOs ($) | | Reported Summary Compensation Table Total | 5,455,333 | 2,119,717 | 6,091,584 | 1,741,895 | 6,652,517 | 2,414,421 | 8,219,499 | 3,259,707 | 8,481,297 | 3,615,003 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (3,517,458) | (1,407,392) | (4,047,334) | (977,678) | (4,129,117) | (1,352,381) | (4,519,499) | (1,506,507) | (4,781,297) | (1,711,203) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 3,409,048 | 1,071,410 | 3,790,585 | 681,645 | 4,071,408 | 1,241,284 | 4,467,554 | 1,489,191 | 4,819,753 | 1,724,966 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | – | 332,495 | – | 193,896 | – | 74,929 | – | – | – | – | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (1,297,659) | (458,766) | (2,169,499) | (533,341) | 629,203 | 159,830 | 3,237,237 | 923,533 | 4,971,111 | 1,576,975 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (1,004,103) | (485,439) | (2,532,752) | (658,774) | 64,767 | 12,346 | 807,631 | 195,306 | 853,783 | 238,803 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | – | – | – | – | – | – | – | – | – | – | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | – | – | – | – | – | – | – | – | – | – | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | – | – | – | – | – | – | – | – | – | – | | TOTAL ADJUSTMENTS | (2,410,172) | (947,692) | (4,959,000) | (1,294,252) | 636,261 | 136,008 | 3,992,923 | 1,101,523 | 5,863,350 | 1,829,541 | | COMPENSATION ACTUALLY PAID | 3,045,161 | 1,172,025 | 1,132,584 | 447,643 | 7,288,778 | 2,550,429 | 12,212,423 | 4,361,230 | 14,344,647 | 5,444,544 |
Pay Versus Performance
| (3) The following are our non-Chief Executive Officer Named Executive Officers for each of the years reflected in the table above: |
Pay Versus Performance
| 2021: Talya Nevo-Hacohen, Michael L. Costa and Harold Andrews |
Pay Versus Performance
| 2020: Talya Nevo-Hacohen and Harold Andrews |
Pay Versus Performance
| (4) Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between Sabra’s share price at the end and the beginning of the measurement period by Sabra’s share price at the beginning of the measurement period. Values for periods prior to 2024 have been updated to accurately reflect dividend reinvestment over the total period presented. |
Pay Versus Performance
| (5) Peer group used for this purpose is the following published industry index: Nareit Health Care Property Sector Total Return Index. |
Pay Versus Performance
| (6) The dollar amounts reported represent the amount of net income in millions reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance
| (7) Financial Performance Measures. Listed below are the financial performance measures which in our assessment represent the most important financial performance measures we use to link compensation actually paid to our Named Executive Officers, for 2024, to Sabra’s performance : |
Pay Versus Performance
| Adjusted Normalized FFO Per Share |
Pay Versus Performance
| Total Shareholder Return |
Pay Versus Performance
| (8) Below are graphs showing the relationship of “compensation actually paid” to our Chief Executive Officer and other Named Executive Officers in 2020, 2021, 2022, 2023 and 2024 to (1) TSR of both Sabra and the Nareit Health Care Property Sector Total Return Index, (2) Sabra’s net income and (3) Sabra’s adjusted normalized FFO per share. |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
(Proposal No. 1)
(Proposal No. 1)
Nominees for Election
Nominees for Election The Board of Directors currently consists of eight members. Upon the recommendation of the Corporate Responsibility and Governance Committee, the Board has nominated Craig A. Barbarosh, Katie Cusack, Michael J. Foster, Lynne S. Katzmann, Ann Kono, Jeffrey A. Malehorn and Richard K. Matros for election to the Board. Clifton J. Porter II is not standing for re-election and following the Annual Meeting the number of directors will be fixed at seven. All of our director nominees are currently directors of Sabra. Information about each of our director nominees, including biographical summaries of their experience and qualifications, can be found in this Proxy Statement under the caption “Board of Directors and Executive Officers—Directors of the Company.” In recommending director nominees for selection by the Board, the Corporate Responsibility and Governance Committee considers a number of factors, which are described in more detail above under “Corporate Governance—Director Nomination Process.” In considering these factors, the Corporate Responsibility and Governance Committee and the Board consider the fit of each individual’s skills with those of other directors to build a board of directors that is effective, collegial and responsive to the needs of the Company. Each of the nominees for election has consented to be named in this Proxy Statement and to serve as a director if elected. If any nominee becomes unable or unwilling for good cause to serve as a director for any reason (which is not anticipated), your proxy may be voted for such other person or persons as may be determined by the holders of such proxies or for the balance of the nominees, leaving a vacancy, unless our Board of Directors chooses to reduce the number of directors serving on the Board of Directors. Each of the directors who are elected will serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified.

DEF 14A of Sabra Health Care REIT, Inc.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Directors of the Company

Leadership experience

Industry experience

Finance experience

Public company experience

Other experience

Director Skills and Demographics

Director Skills and Demographics

Director Skills and Demographics

Director Skills and Demographics

Director Skills and Demographics

Director Skills and Demographics

Director Skills and Demographics

Director Skills and Demographics

Director Skills and Demographics

Director Skills and Demographics

Director Skills and Demographics

Identifying and Evaluating Director Nominee Candidates

DIRECTOR COMPENSATION

Director Compensation—2024

Director Compensation—2024

Director Compensation—2024

Director Compensation—2024

Director Compensation—2024

Director Compensation—2024

Summary of 2024 Compensation Decisions

Summary of 2024 Compensation Decisions

Summary of 2024 Compensation Decisions

Compensation Program and Objectives

Role of the Compensation Consultant

Peer Companies

Peer Companies

Peer Companies

Peer Companies

Peer Companies

2024 Annual Incentive Compensation Opportunity

2024 Annual Incentive Compensation Opportunity

2024 Annual Incentive Compensation Opportunity

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Severance Benefits

Tayla Nevo-Hacohen Retirement and Consulting Agreement

Summary Compensation Table—2022—2024

Summary Compensation Table—2022—2024

Summary Compensation Table—2022—2024

Summary Compensation Table—2022—2024

Summary Compensation Table—2022—2024

Grants of Plan-Based Awards—2024

Grants of Plan-Based Awards—2024

Grants of Plan-Based Awards—2024

Outstanding Equity Awards at End of 2024

Outstanding Equity Awards at End of 2024

Outstanding Equity Awards at End of 2024

Outstanding Equity Awards at End of 2024

Outstanding Equity Awards at End of 2024

Outstanding Equity Awards at End of 2024

Outstanding Equity Awards at End of 2024

Outstanding Equity Awards at End of 2024

Outstanding Equity Awards at End of 2024

Outstanding Equity Awards at End of 2024

Outstanding Equity Awards at End of 2024

Outstanding Equity Awards at End of 2024

Outstanding Equity Awards at End of 2024

Stock Vested—2024

Stock Vested—2024

Stock Vested—2024

Stock Vested—2024

Nonqualified Deferred Compensation Table—2024

Nonqualified Deferred Compensation Table—2024

Nonqualified Deferred Compensation Table—2024

Nonqualified Deferred Compensation Table—2024